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Early Access Agreement
Effective Date: October 26, 2022
Last Update: October 26, 2022
- Use. Subject to this Early Access Agreement (“Agreement”), Accruent grants client (“Client”) a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the early adopter service identified in the applicable order document (“Order Document”) that includes a link to this Agreement (“Early Adopter Service”). By downloading, installing, accessing, or using any Early Adopter Service, you agree to be bound by this Agreement.
- Confidentiality. Each party (“Disclosing Party”) agrees that, in the course of this Agreement, it may, directly or indirectly, expose or provide the other party (“Receiving Party”) with Disclosing Party’s confidential or proprietary information, including, but not limited to: all trade secrets, inventions (whether or not patentable), intellectual property, features and modes of operation, software design and architecture, performance information, results of testing and benchmarking, documentation, details about products and services, product roadmaps, marketing information and strategies, and any other information that is designated as confidential in writing or that Receiving Party reasonably should know is confidential or proprietary to Disclosing Party (“Confidential Information”). Confidential Information shall not include information that Receiving Party can reasonably establish: (i) is or becomes generally known or available to the public through no fault of Receiving Party; (ii) was legally in Receiving Party's possession before receipt from Disclosing Party; (iii) is lawfully obtained from a third party who is not under any confidentiality obligations and has the right to disclose; or (iv) has been independently developed by Receiving Party without use of Disclosing Party’s Confidential Information. Further, Receiving Party may disclose Disclosing Party’s Confidential Information if it is compelled by law to do so, provided that Receiving Party gives Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest such disclosure. For the avoidance of doubt, Accruent intellectual property constitutes Confidential Information of Accruent, and Client intellectual property constitutes Confidential Information of Client. Upon the Disclosing Party’s written request during the term of an Order Document or at termination or expiration of an Order Document, Receiving Party shall return or destroy (with such destruction certified in writing) Disclosing Party’s Confidential Information in its possession.
- Early Adopter. While the Early Adopter Service and any related integrations have been carefully tested and are believed to be bug free, because they are early release products, they have not received the same level of testing and review as a final public release and it is possible that additional product support, security adjustments, bug fixes, enhancements and development may be required.
- Termination. Either party may terminate the Early Adopter Service and/or the Order Document to which it relates for convenience on thirty (30) days’ prior written notice; provided, that, Client understands and agrees that notice may be shorter if the Early Adopter Service depends on any third-party services or integration, which the third party can discontinue at any time. Upon termination, Client will cease all use of the Early Adopter Service.
- Security & Support. Unless otherwise specified in any other terms applicable to the Early Adopter Service, Accruent will comply with industry standard security standards in its provision of the Early Adopter Service. Accruent may provide product updates in its discretion and Client will promptly adopt or install any updates, patches and fixes. Client should direct support inquiries to the Accruent support team as detailed in the Accruent Support Policy under “Logging a Support Request.” Early release support may be limited and response times for any issues that Client reports will be defined and handled by Accruent on a case-by-case basis. Additional support conditions may be specified in other terms applicable to the Early Adopter Service or the Agreement. Certain aspects of the account management process may be manual processes during the early release stage.
- 3rd Party Tools. Client understands that the Early Adopter Service integrates with a 3rd party tool(s) and further agrees that, by accessing and using the Early Adopter Service: (a) Client authorizes Accruent to share data with the 3rd party provider for product interoperation; (b) the 3rd party provider’s terms cover it use and deletion of data and its hosting, support, security and other commitments; and (c) Accruent is not liable for third party acts, omissions, services, applications, technology, policies or procedures including, without limitation, those related to the 3rd party provider or its tool. The 3rd party provider may modify or discontinue its tool at any time.
- Warranties. Each party represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement (b) this Agreement constitute the legal, valid and binding obligation of such party; and (c) it shall comply with applicable law in relation to its own business and its use of the Early Adopter Service. THE EARLY ADOPTER SERVICE IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY REGARDING ITS USE, RESULTS OF USE OR BENEFITS; EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Intellectual Property. Client will retain all right, title and interest in and to all of Client’s brands, trademarks, logos, content, confidential information, and pre-existing technology. Accruent will retain all right, title and interest in and to the Early Adopter Service and other Accruent intellectual property including without limitation applications, products, software, code, systems, methodologies, technology, know-how and data generated by Accruent systems, and all derivative works, enhancements and modifications of the foregoing, whether created prior to or after the Effective Date. Neither party will claim proprietary rights in or to other party’s intellectual property or knowingly use the other party’s intellectual property to create competing products. Accruent shall have the right to incorporate product feedback received into the Early Adopter Service without further obligation.
- Miscellaneous. Accruent may update this Agreement at any time, and, to the extent permitted by law, such modifications will be effective immediately and (if legally permitted) shall apply retroactively. Client agrees to the modified agreement by continuing to use the Early Adopter Service. Accruent reserves the right to modify or discontinue the Early Adopter Service at any time. Client understands that the provisions of any other binding agreement that Client may have in place with Accruent for other products and services, including any support, security and service level commitments set forth in any such binding agreement, do not apply to the Early Adopter Service. If Client is North America, this Agreement shall be governed by the laws of the State of Delaware and exclusive venue shall be in Delaware; for all other locations, this Agreement shall be governed by the laws of England and exclusive venue shall be in England. Each party expressly waives its right to a trial by jury. Except in the event of gross negligence, willful misconduct or misuse of intellectual property, in no event shall either party be liable for: (a) any consequential, indirect or special loss or damage (including loss of revenues, profits, contracts, reputation or anticipated savings); and (b) any cause or claim whatsoever arising out of or related to this Agreement in excess of fees paid, in each case whether or not advised of the possibility of such loss or damage and regardless of the form of action. Neither party shall be liable for any acts, omissions or products or services of third parties, or any loss or damage resulting from any force majeure event. If applicable law does not allow these limitations of liability, they will be deemed modified to the extent necessary to comply with applicable law. The foregoing limitations and exclusions will apply regardless of the form of action. Neither party excludes or limits its liability for death or personal injury arising from its negligence or for willful misconduct, fraud or fraudulent misrepresentation. Sections 2, 6, 8 and 9 survive termination.
